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                                                                EXHIBIT 10(t)(5)

          2004 RESTRICTED SHARE AND RETENTION INCENTIVE AWARD AGREEMENT

                       Participant's Name: Lisa M. Palumbo

                       Awards:

                       2004:            7500 Shares
                       2005:            6000 Shares
                       2006:            5500 Shares
                       2007:            5000 Shares
                       2008:            4500 Shares

      This 2004 RESTRICTED SHARE AND RETENTION INCENTIVE AWARD AGREEMENT (the
"Agreement") dated as of January 2, 2004, as amended as of February 22, 2005, is
between EDO Corporation, a New York corporation (the "Company"), and Lisa M.
Palumbo ("you" or the "Participant").

      The EDO Corporation 2002 Long-Term Incentive Plan (the "Plan") is intended
to foster and promote the long-term financial success of the Company by
motivating superior performance by means of providing for the acquisition of an
ownership interest in the Company by Eligible Employees. The Company's Board of
Directors has designated its Compensation Committee (the "Committee") as the
committee to administer the Plan. The applicable terms of the Plan are
incorporated herein by reference. Capitalized terms used in this Agreement and
not defined herein shall have the meaning assigned to such terms in the Plan.

      Pursuant to Section 7(a) of the Plan, on January 2, 2004, the Committee
decided to make the Awards of the Company's Common Stock, par value $1 per share
(the "Common Shares") to you, as described above and subject to the terms and
conditions described below:

      -     You must be employed by the Company on January 2 of the applicable
            year set forth above in order to receive the grant of Restricted
            Shares for that year.

      -     Shares will be issued upon approval of the company's year-end
            financial results by the Audit Committee. The Committee may withhold
            the granting of any annual award based on the company remaining
            solvent.

1.    Restrictions on Disposition of Common Shares

      A certificate evidencing the Common Shares shall be held by the Company
until the lapse of the restrictions and shall contain the following legend on
the face thereof:

            "The transfer of the shares represented by this certificate is
            restricted pursuant to the terms of an Award Agreement under the EDO
            Corporation 2002 Long-Term Incentive Plan."

      Upon satisfaction of the restrictions pursuant to Section 2 of this
Agreement, a share certificate without legend shall be delivered to you.

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2.    Restriction Period

      The Committee has set a Restriction Period for the Common Shares subject
to this Agreement. The Restriction Period is three (3) years, beginning on
January 2 of the year, which relates to the applicable grant. Unless the
Committee permits otherwise, and pursuant to Sections 7 and 11 of the Plan, you
will receive the number of Common Shares listed above upon completion of the
Restriction Period, which shall not be subject to any restrictions. Transfer of
these shares to you will be treated as payment of compensation to you, equal to
the Fair Market Value of the shares on that date. The application of the
Restricted Period shall apply separately to each of the stated grant years as
detailed above. As provided in the Plan, the Committee may, at any time and for
any reason, accelerate the Restricted Period on these grants. The Committee also
may, at any time and for any reason, accelerate the year(s) in which grants of
Restricted Shares are to be received.

3.    Rights as a Shareholder

      Subject to the provisions of Section 7(e) of the Plan, you shall be
entitled to receive all dividends and other distributions with respect to the
Common Shares.

4.    Change in Control

      Notwithstanding any provision of the Plan or the Agreement, in the event
of a "Change in Control" (as defined below),

            (i) if the Participant has not yet received all grants of Restricted
      Shares for all of the years set forth above, he shall immediately receive
      all grants of Restricted Shares for all remaining years, as set forth
      above; and

            (ii) the Restricted Period applicable to the Participant's
      Restricted Shares shall expire immediately and all such shares shall be
      nonforfeitable and immediately transferable; and

            (iii) such shares shall be immediately transferred to the
      Participant.

      For purposes of this Section 4, "Change in Control" shall mean the
occurrence of any of the following events:

            (i) as a result of, or in connection with, any cash tender offer,
      merger, acquisition, disposition, business combination, sale of assets or
      contested election, or combination of the foregoing, the persons who were
      members of the Board shall cease to constitute a majority of the Board; or

            (ii) any "person," including a "group" is or becomes the "beneficial
      owner" (as defined in Rule 13(d)(3) of the Exchange Act), directly or
      indirectly of securities of the Company representing 30% or more of the
      combined voting power of the Company's then outstanding securities; or

            (iii) the shareholders of the Company approve a definitive agreement
      for the direct or indirect sale or other disposition of all or
      substantially all of the assets of the Company, or

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            (iv) any other event or transaction that is declared by resolution
      of the Board to constitute a Change in Control for purposes of the Plan.

      For purposes of paragraph (ii), the terms "person" and "group" have the
same meanings as used in Sections 13(d) and 14(d)(2) of the Exchange Act, except
that the terms shall exclude the Company, its Subsidiaries, any employee benefit
plan of the Company or any Subsidiary, employees of the Company or any
Subsidiary or any "group" of which any of the foregoing is a member).

      Notwithstanding the foregoing, a "Change in Control" shall not be deemed
to occur in the event the Company files for bankruptcy, liquidation or
reorganization under the United States Bankruptcy Code.

      Notwithstanding any other provision of the Plan, in the event that there
is any material change in the Participant's duties, compensation, reporting
obligations, location of employment, responsibilities and/or title, at any time
following a Change in Control, all Awards of Restricted Shares under this
agreement shall become immediately vested.

5.    Vesting

      If a Participant terminates Employment and, at that time, has an Award of
Restricted Shares for which the Restricted Period has not yet been satisfied,
the Award will be forfeited as of the Participant's date of termination.
However, if the Participant terminates employment as a result of his (i) death
or (ii) Disability, the Restricted Period with respect to grants of Restricted
Shares received in the current and prior years shall expire immediately upon the
Participant's termination of Employment and such Restricted Shares shall be
fully nonforfeitable; grants of Restricted Shares applicable to subsequent years
shall be forfeited as of the Participant's date of termination.

6.    Capital Adjustments for Corporate Transactions

      Upon the occurrence of an event described in Section 4(c) of the Plan, the
number of the Common Shares covered by this Agreement shall be proportionately
adjusted in accordance with the terms of that Section.

7.    Withholding Taxes

      The Company shall have the right to sell shares and deduct withholding
taxes from any payments made pursuant to this Agreement or to make such other
provisions, as it deems necessary or appropriate to satisfy its obligations to
withhold federal, state or local income or other taxes incurred by reason of
payments or the issuance of Common Shares under this Agreement. Whenever, under
this Agreement, Common Shares are to be delivered, the Committee shall be
entitled to require as a condition of delivery that you remit an amount
sufficient to satisfy all federal, state and other governmental withholding tax
requirements related thereto.

8.    Agreement

      Nothing contained in this Agreement and no action taken pursuant to this
Agreement shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and you, your executor,
administrator or other legal representative, or designated beneficiary or any
other persons.

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Any reserves that may be established by the Company in connection with this
Agreement shall continue to be part of the general funds of the Company and no
individual or entity other than the Company shall have any interest in such
funds until paid. If and to the extent that you or your executor, administrator
or other legal representative, as the case many be, acquires a right to receive
any payment from the Company pursuant to this Agreement, such right shall be no
greater than the right of an unsecured general creditor of the Company.

9.    Notices

      You shall be responsible for furnishing the Company with the current and
proper address for the mailing of notices and delivery of agreements, shares
pursuant to this Agreement. Any notices required or permitted to be given shall
be in writing and shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until you furnish the proper address.
Notice may also be given by fax, telegram, or cable. Notice shall be effective
upon receipt. This provision shall not be construed as requiring the mailing of
any notice or notification if such notice is not required under the terms of the
Plan, this Agreement or any applicable law. Notice to the Company shall be given
as follows:

                   EDO Corporation
                   Attn: Vice President, Human Resources
                   60 East 42nd Street, 42nd floor
                   New York, New York 10165

10.   Entire Agreement

      This Agreement and the Plan contain the entire agreement and understanding
between the Company and you with respect to the subject matter hereof and may
not be changed, modified or terminated orally but only by a written instrument
executed by the Company and you. The Committee shall have complete discretionary
authority to interpret this Agreement and the Plan in accordance with the
provisions of the Plan.

11.   Governing Law

      This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of New York without reference to its conflict
of law rules to the extent not pre-empted by Federal law, which shall otherwise
control.

12.   Severability of Provisions

      If any provision of this Agreement shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Agreement shall be construed and enforced as if such provisions
had not been included.

13.   Interpretation, etc.

      The Committee in accordance with the applicable provisions of the Plan
shall administer the Plan and this Agreement. All determinations by the
Committee as to any matter, including matters of interpretation of this
Agreement and the Plan shall be conclusive and binding upon you. In the event of
a conflict between the terms of the Plan and the terms of this Agreement, the
terms of the Plan shall control.

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14.   Amendments

      The Committee shall have the right, from time to time, to amend the
Agreement provided that no such amendment shall impair your rights under this
Agreement without your consent. The Company shall give written notice to you of
any such alteration or amendment of this Agreement as promptly as practicable
after the adoption thereof. This Agreement may also be amended in a written
document signed by both you and the Company.

15.   No Right of Employment

      Nothing in this Agreement and no action by the Company, the Board or the
Committee in establishing or administering this Agreement shall be construed as
giving you the right to be retained in the employ of the Company or any
Subsidiary.

16.   Headings and Captions

      The headings and captions herein are provided for reference and
convenience only. They shall not be considered part of this Agreement and shall
not be employed in its construction.

17.   Supplements

      The Committee may add any supplement to this Agreement at a later date if
such supplement does not adversely affect your rights under this Agreement. All
capitalized terms used in such supplements without definition are used as
defined in this Agreement or the Plan.

      By signature below, the Company and you have duly executed this Agreement.

EDO CORPORATION

By: /s/ Patricia D. Comiskey                       February 23, 2005
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Patricia D. Comiskey                               date
Vice President - Human Resources

/s/ Lisa M. Palumbo                                February 23, 2005
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Lisa M. Palumbo                                    date
Participant

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